0001567619-18-003610.txt : 20181003
0001567619-18-003610.hdr.sgml : 20181003
20181003113319
ACCESSION NUMBER: 0001567619-18-003610
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181001
FILED AS OF DATE: 20181003
DATE AS OF CHANGE: 20181003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schweighoffer Michael T
CENTRAL INDEX KEY: 0001523038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35209
FILM NUMBER: 181104230
MAIL ADDRESS:
STREET 1: C/O FIRST CONNECTICUT BANCORP, INC.
STREET 2: ONE FARM GLEN BOULEVARD
CITY: FARMINGTON
STATE: CT
ZIP: 06032
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: First Connecticut Bancorp, Inc.
CENTRAL INDEX KEY: 0001511198
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036]
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE FARM GLEN BOULEVARD
CITY: FARMINGTON
STATE: CT
ZIP: 06032
BUSINESS PHONE: 860-676-4600
MAIL ADDRESS:
STREET 1: ONE FARM GLEN BOULEVARD
CITY: FARMINGTON
STATE: CT
ZIP: 06032
4
1
doc1.xml
FORM 4
X0306
4
2018-10-01
0
0001511198
First Connecticut Bancorp, Inc.
FBNK
0001523038
Schweighoffer Michael T
C/O FIRST CONNECTICUT BANCORP, INC.
ONE FARM GLEN BOULEVARD
FARMINGTON
CT
06032
0
1
0
0
EVP, Chief Lending Officer
Common Stock
2018-10-01
4
D
0
10100
D
0
I
Joint with Wife
Common Stock
2018-10-01
4
D
0
6879
D
0
I
ESOP
Common Stock
2018-10-01
4
D
0
51235
D
0
D
Stock Options
12.95
2018-10-01
4
D
0
135000
D
2012-09-05
2022-09-05
Common Stock
135000
0
D
Restricted Stock Units
25.75
2018-10-01
4
D
0
1064
D
2018-02-21
2020-02-21
Common Stock
1064
0
D
Restricted Stock Units
24.45
2018-10-01
4
D
0
3192
D
2020-02-21
2020-02-21
Common Stock
3192
0
D
Restricted Stock Units
25.05
2018-10-01
4
D
0
2084
D
2019-02-28
2021-02-28
Common Stock
2084
0
D
Restricted Stock Units
25.05
2018-10-01
4
D
0
3234
D
2021-02-28
2021-02-28
Common Stock
3234
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares.
Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296).
Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares.
/s/ Michael T. Schweighoffer by POA
2018-10-02